EXHIBIT 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 14, 2024
TPT GLOBAL TECH, INC. |
(Exact name of registrant as specified in its charter) |
Florida | 333-222094 | 81-3903357 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
501 West Broadway, Suite 800, San Diego, CA 92101
(Address of Principal Executive Offices) (Zip Code)
(619) 301-4200
Registrant’s telephone number, including area code
_____________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Title of each Class |
| Trading Symbol |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On February 15, 2024, TPT Global Tech, Inc. (the "Company"), entered into a Standby Equity Commitment Agreement, dated February 14, 2024 (the "SECA") with MacRab LLC, a Florida limited liability company (the "Investor"). The SECA provides the Company with an option to sell up to $3,000,000 worth of the Company's common stock, par value $0.001 (the "Common Stock"), to the Investor, in increments, over the period ending twenty-four (24) months after the date the Registration Statement (as defined below) is deemed effective by the U.S. Securities and Exchange Commission, pursuant to the terms and conditions contained in the SECA. The purchase price per share, for each respective put under the SECA, is equal to 90% of the average of the two (2) lowest volume weighted average prices of the Common Stock during the six (6) trading days following the clearing date associated with the respective put under the SECA. The Company will pay a finder’s fee on each increment drawn of up to 8% in cash and 8% in restricted common shares of the Company.
The descriptions of the SECA and RRA do not purport to be complete and are qualified in its entirety by reference to the full text of the SECA and RRA, copies of the forms of which are filed hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The Company also entered into a Registration Rights Agreement, dated February 14, 2024 with the Investor (the “RRA”), which requires the Company to file a registration statement (the “Registration Statement”) within 90 days providing for the registration of the Common Stock issuable to Investor under the SECA, and the subsequent resale by Investor of such Common Stock.
The issuance of the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the Shares was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the Shares by the Company; (d) the Shares were not broken down into smaller denominations; (e) the negotiations for the issuance of the Shares took place directly between the individual and the Company; and (f) the recipient of the Shares is an accredited investor.
See the disclosures under Item 1.01 of this Current Report on Form 8-K, incorporated herein by this reference.
Item 7.01 Regulation FD Disclosure
Press Release
The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
On February 20, 2024, the Company issued a press release entitled “Industry Pioneer Joins Forces with TPTW Global Tech to Spearhead Adaptive Artificial Intelligence and Data Stream Learning in Smart Cities Revolution through VuMe App Super APP Enhancement”. A copy of the press release is attached hereto as Exhibit 99.1.
On February 23, 2024, the Company issued a press release entitled “TPT Global Tech Announces $3,000,000 Equity Financing to Support VuMe Super App Launch and Strengthen Financial Position Distribution”. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01 Exhibits
The following exhibits are filed with this report on Form 8-K.
Exhibit Number |
| Exhibit |
| ||
| ||
| ||
| ||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
TPT GLOBAL TECH, INC. | |||
| By: | /s/ Stephen J. Thomas, III | ||
|
| Stephen J. Thomas, III, | |
| Title: Chief Executive Officer | |||
|
|
|
|
| Date: February 23, 2024 | |||
3 |
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 99.1
"Industry Pioneer Joins Forces with TPTW Global Tech to Spearhead Adaptive Artificial
Intelligence and Data Stream Learning in Smart Cities Revolution through VuMe App
Super APP Enhancement"
"Expert-Led Artificial Intelligence Advisory Team to Amplify TPTW Global Tech's Commitment to Sustainable Urban Evolution"
SAN DIEGO, CA / ACCESSWIRE / February 20, 2024 / TPT Global Tech, Inc. (OTC Pink:TPTW) (www.tptglobaltech.com), a leading innovator in the telecommunications and technology industries, is setting a new benchmark in the integration of Adaptive Artificial Intelligence and Data Stream Learning technologies. Through a strategic agreement with 4KST's cutting-edge Adaptive AI platform via Swamifi Fintech Ltd., TPTW is on a mission to redefine urban development. The company's ambitious Smart City initiative is poised to transform urban landscapes by focusing on:
|
| · | Energy Efficiency and Behavioral Insights: Crafting a universal framework to analyze and improve energy consumption patterns, emphasizing both quantitative and qualitative aspects of urban energy use. |
|
| · | Innovative Scoring Metrics: Introducing a dynamic scoring system for cities, enabling easy-to-understand benchmarks for energy efficiency and urban behavior. |
|
| · | Gamification in Urban Planning: Integrating VuMe's gamified elements to foster engagement and promote sustainable practices among city dwellers and businesses. |
|
| · | B2B and B2B2C Platforms: Leveraging VuMe as a comprehensive tool for cities and consumers alike, offering predictive analytics and privacy-protected energy usage comparison. |
Advisory Committee Announcement: Highlighting this strategic pivot, TPTW is thrilled to announce the first appointee to its advisory committee, James Leung. With a storied career spanning over three decades in technology, finance, and executive leadership, Leung brings a wealth of experience from his tenure with giants like Microsoft, Sprint, T-Mobile, and Kodak. His expertise is expected to be instrumental in driving TPTW's Adaptive AI and Smart City innovations forward.
CEO's Vision: Stephen Thomas III, CEO of TPTW Global Tech, Inc., articulates the company's vision, "With Adaptive AI and Data Stream Learning at the forefront, we are poised to revolutionize Smart City development. Our advisory team's unparalleled expertise will be pivotal in realizing our vision for more efficient, sustainable, and interconnected urban environments."
The Importance of Adaptive Artificial Intelligence: Recognized by the Gartner Report as a top strategic technology trend, Adaptive AI is crucial for the next generation of AI advancements. Gartner predicts that by 2026, organizations utilizing adaptive AI systems will outperform their competitors by 25% significantly in operational efficiency.
About TPT Global Tech, Inc.
TPT Global Tech, Inc. is a technology holding company based in San Diego, California. It was formed as the successor of two U.S. corporations, Ally Pharma US and TPT Global, Inc. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe Live technology platform.
As a media content delivery hub, TPT Global Tech utilizes its own proprietary global digital media TV and telecommunications infrastructure platform. They offer software as a service (SaaS), technology platform as a service (PAAS), and cloud-based unified communication as a service (UCaaS) solutions to businesses worldwide. Their UCaaS services enable businesses of all sizes to access the latest voice, data, media, and collaboration features.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of various provisions of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, commonly identified by such terms as "believes," "looking ahead," "anticipates," "estimates" and other terms with similar meaning. Specifically, statements about the Company's plans for accelerated growth, improved profitability, future business partners, M&A activity, new service offerings, and pursuit of new markets are forward-looking statements. Although the company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Such forward-looking statements should not be construed as fact. The information contained in such statements is beyond the ability of the Company to control, and in many cases, the Company cannot predict what factors would cause results to differ materially from those indicated in such statements. All forward-looking statements in the press release are expressly qualified by these cautionary statements and by reference to the underlying assumptions.
For more information about TPT Global Tech and its subsidiaries, please visit www.tptglobaltech.com.
For media or Investment inquiries, please contact: Rick@tptglobaltech.com
SOURCE: TPT Global Tech, Inc.
EXHIBIT 99.2
TPT Global Tech Announces $3,000,000 Equity Financing to Support VuMe Super App
Launch and Strengthen Financial Position
SAN DIEGO, CA / ACCESSWIRE / February 23, 2024 / TPT Global Tech, Inc. (OTC PINK:TPTW) www.tptglobaltech.com), a leading innovator in the telecommunications and technology industries is pleased to announce that it has entered into a $3,000,000 equity financing agreement with MACRAB, LLC ("MACRAB") ("Equity Line" or "Facility") under the terms of a Standby Equity Commitment Agreement (the "Investment Agreement"), as well as a registration rights agreement related thereto ("Registration Rights Agreement"). The $3,000,000 financing term is a maximum duration of 24 months. Under the terms of the Registration Rights Agreement, a Form S-1 Registration Statement will be filed with the Securities & Exchange Commission ("SEC") to register the common shares that may be issued in connection with this Facility.
This strategic financial arrangement is designed to support the company's corporate endeavors, notably the launch of the innovative VuMe Super App and the enhancement of the company's financial structure through debt reduction. The company also is currently raising capital through its SEC-qualified Tier 2 1A Preferred Share offering https://tptglobaltech.com/presentations/.
The Standby Equity Commitment Agreement provides TPT Global Tech with a reliable source of capital over the next 24 months. This agreement allows the company to draw down funds in tranches, as needed, giving it the flexibility to manage cash flow efficiently while aggressively pursuing its strategic objectives. The terms of the agreement have been structured to align with the company's growth trajectory and operational needs, ensuring that TPT Global Tech can access capital in a manner that minimizes dilution and maximizes value for existing shareholders.
Stephen Thomas, CEO of TPT Global Tech, expressed his enthusiasm for the agreement, stating, "This Standby Equity Commitment is a testament to our partners' confidence in TPT Global Tech's vision and strategic direction. It provides us with the financial flexibility to accelerate the development and launch of our VuMe Super App, a platform we believe will redefine user engagement across multiple digital services. Additionally, this commitment allows us to improve our balance sheet by reducing debt, positioning us for sustainable growth and long-term success."
The VuMe Super App, TPT Global Tech's cornerstone project, is set to integrate a variety of digital services, including social media, multimedia streaming, and mobile payment options into a single, seamless user experience. The Standby Equity Commitment not only facilitates the app's launch but also underscores TPT Global Tech's dedication to innovation and excellence in the tech and telecom sectors.
Furthermore, this equity financing mechanism is an important step in TPT Global Tech's ongoing efforts to enhance its financial health and operational efficiency. By leveraging this commitment, the company is well-positioned to execute its strategic plan, deliver on its promises to stakeholders, and achieve its objectives in the rapidly evolving digital landscape.
About TPT Global Tech, Inc.
TPT Global Tech, Inc. is a technology holding company based in San Diego, California. It was formed as the successor of two U.S. corporations, Ally Pharma US and TPT Global, Inc. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe Live technology platform.
As a media content delivery hub, TPT Global Tech utilizes its own proprietary global digital media TV and telecommunications infrastructure platform. They offer software as a service (SaaS), technology platform as a service (PAAS), and cloud-based unified communication as a service (UCaaS) solutions to businesses worldwide. Their UCaaS services enable businesses of all sizes to access the latest voice, data, media, and collaboration features.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of various provisions of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, commonly identified by such terms as "believes," "looking ahead," "anticipates," "estimates" and other terms with similar meaning. Specifically, statements about the Company's plans for accelerated growth, improved profitability, future business partners, M&A activity, new service offerings, and pursuit of new markets are forward-looking statements. Although the company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Such forward-looking statements should not be construed as fact. The information contained in such statements is beyond the ability of the Company to control, and in many cases, the Company cannot predict what factors would cause results to differ materially from those indicated in such statements. All forward-looking statements in the press release are expressly qualified by these cautionary statements and by reference to the underlying assumptions.
For more information about TPT Global Tech and its subsidiaries, please visit www.tptgloabltech.com.
For media or Investment inquiries, please contact: Rick@tptglobaltech.com
SOURCE: TPT Global Tech, Inc.